SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
SCHEDULE 14D-9
(Amendment No. 2)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
__________________________
CLARK EQUIPMENT COMPANY
(Name of Subject Company)
CLARK EQUIPMENT COMPANY
(Name of Person(s) Filing Statement)
Common Stock, Par Value $7.50 Per Share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
181396 10 2
(CUSIP Number of Class of Securities)
Bernard D. Henely, Esq.
Vice President, General Counsel and Secretary
Clark Equipment Company
100 North Michigan Street
South Bend, Indiana 46634
(219) 239-0100
(Name, address and telephone number of person authorized to
receive notice and communications on behalf of the
person(s) filing statement)
Copy to:
William F. Wynne, Jr., Esq.
White & Case
1155 Avenue Of The Americas
New York, New York 10036
(212) 819-8200
This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9
dated April 12, 1995 (the "Schedule 14D-9"), of Clark
Equipment Company, a Delaware corporation (the "Company")
filed in connection with the tender offer made by CEC
Acquisition Corp., a Delaware corporation (the "Purchaser")
and a wholly-owned subsidiary of Ingersoll-Rand, a New
Jersey corporation ("Ingersoll-Rand") to purchase all of
the outstanding shares of Common Stock, $7.50 par value
(the "Common Stock"), and the associated preferred stock
purchase rights (the "Rights" and, together with the Common
Stock, the "Shares") issued pursuant to the Rights
Agreement dated March 10, 1987, as amended and restated as
of August 14, 1990, and as amended as of April 10, 1995
(the "Rights Agreement") between the Company and Harris
Trust and Savings Bank, as Rights Agent (the "Rights
Agent"). Capitalized terms used herein shall have the
definitions set forth in the Schedule 14D-9 unless
otherwise provided herein.
Item 8. Additional Information to be Furnished.
Item 8 is hereby amended and supplemented by adding
thereto the following:
On April 19, 1995, the Company, Ingersoll-Rand and the
Purchaser issued a joint press release announcing the
receipt of a request by the Antitrust Division for
additional information in connection with the Ingersoll-
Rand's HSR Act filing. The full text of the press release
is set forth in Exhibit 19 hereto and is incorporated
herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 19 -- Press release issued by the Company on April 19, 1995.
-2-
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this Statement is true, complete and correct.
CLARK EQUIPMENT COMPANY
By: /s/ Bernard D. Henely
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Name: Bernard D. Henely
Title: Vice President and
General Counsel
Dated: April 19, 1995
EXHIBIT INDEX
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Exhibit No. Description
__________ __________
19 Press release issued by the Company on April 19, 1995.